ASML 2012; Annual accounts

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    Annual Report

    2012

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    Form 20-F

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    ASM L ANNU AL REPORT 2 012

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    ASM L ANNU AL REPORT 2 012

    United States

    Securities and Exchange Commission

    Washington, D.C. 20549

    Form 20-F

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    for the fiscal year ended December 31, 2012

    Commission file number 025566

    ASML HOLDING N.V.

    (Exact Name of Registrant as Specified in Its Charter)

    THE NETHERLANDS

    (Jurisdiction of Incorporation or Organization)DE RUN 6501

    5504 DR VELDHOVEN

    THE NETHERLANDS

    (Address of Principal Executive Offices)

    Craig DeYoung

    Telephone: +1 480 383 4005

    Facsimile: +1 480 383 3978

    E-mail: [email protected]

    8555 South River Parkway,

    Tempe, AZ 85284, USA

    (Name, Telephone, E-mail, and / or Facsimile number and Address of Company Contact Person)

    Securities registered or to be registered pursuant to Section 12(b) of the Act:

    Title of each class

    Ordinary Shares(nominal value EUR 0.09 per share)

    Name of each exchange on which registered

    The NASDAQ Stock Market LLC

    Securities registered or to be registered pursuant to Section 12(g) of the Act:

    None

    (Title of Class)

    Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

    None

    (Title of Class)

    Indicate the number of outstanding shares of each of the issuers classes of

    capital or common stock as of the close of the period covered by the annual report.

    407,165,221 Ordinary Shares

    (nominal value EUR 0.09 per share)

    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

    Yes (x) No ( )

    If this report is an annual or transition report, indicate by check mark if the registrant

    is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes ( ) No (x)

    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the

    Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

    was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Yes (x) No ( )

    Indicate by check mark whether the registrant has submitted electronically

    and posted on its corporate web site, if any, every Interactive

    Data File required to be submitted and posted pursuant to Rule

    405 of Regulation S-T (232.405 of this chapter) during the

    preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Yes (x) No ( )

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

    See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

    Large accelerated filer (x) Accelerated filer ( ) Non-accelerated filer ( )

    Indicate by check mark which basis of accounting the registrant has used to prepare

    the financial statements included in this filing:

    U.S. GAAP (x) International Financial Reporting Standards as issued by the

    International Accounting Standards Board ( ) Other ( )

    If "Other" has been checked in response to the previous question, indicate by checkmark

    which financial statement item the registrant has elected to follow.

    Item 17 ( ) Item 18( )

    If this is an annual report, indicate by check mark whether the registrant is a

    shell company (as defined in Rule 12b-2 of the Exchange Act)

    Yes ( ) No (x)

    Name and address of person authorized to receive notices and communications

    from the Securities and Exchange Commission:

    Richard A. Ely

    Skadden, Arps, Slate, Meagher & Flom (UK) LLP

    40 Bank Street, Canary Wharf London E14 5DS England

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    ASM L ANNU AL REPORT 2 012

    Contents

    Part I

    1 Item 1 Identity of Directors, Senior Management and Advisors

    1 Item 2 Offer Stat istics and Expected Timetable

    1 Item 3 Key Information

    A. Selected Financial Data

    B. Capitalization and Indebtedness

    C. Reasons for the Offer and Use of Proceeds

    D. Risk Factors

    11 Item 4 Information on the CompanyA. History and Development of the Company

    B. Business Overview

    C. Organizational Structure

    D. Property, Plant and Equipment

    20 Item 4A Unresolved Staff Comments

    20 Item 5 Operating and Financial Review and Prospects

    A. Operating Results

    B. Liquidity and Capital Resources

    C. Research and Development, Patents and Licenses, etc

    D. Trend Information

    E. Off-Balance Sheet Arrangements

    F. Tabular Disclosure of Contractual Obligations

    G. Safe Harbor

    40 Item 6 Directors, Senior Management and EmployeesA. Directors and Senior Management

    B. Compensation

    C. Board Practices

    D. Employees

    E. Share Ownership

    48 Item 7 Major Shareholders and Related Party TransactionsA. Major Shareholders

    B. Related Party Transactions

    C. Interests of Experts & Counsel

    51 Item 8 Financial Informat ionA. Consol idated Statements and Other Financial Information

    B. Significant Changes

    51 Item 9 The Offer and ListingA. Offer and Listing Details

    B. Plan of Distribution

    C. MarketsD. Selling Shareholders

    E. Dilution

    F. Expenses of the Issue

    53 Item 10 Additional Informat ionA. Share Capital

    B. Memorandum and Articles of Association

    C. Material Contracts

    D. Exchange Controls

    E. Taxation

    F. Dividends and Paying Agents

    G. Statement by Experts

    H. Documents on Display

    I. Subsidiary Information

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    ASM L ANNU AL REPORT 2 012

    63 Item 11 Quantitative and Qualitative Disclosures About Market Risk

    65 Item 12 Description of Securities Other Than Equity Securities

    Part II

    67 Item 13 Defaults, Dividend Arrearages and Delinquencies

    67 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds

    67 Item 15 Controls and Procedures

    67 Item 16A. Audit Commit tee Financial Expert

    B. Code of Ethics

    C. Principal Accountant Fees and Services

    D. Exemptions from the Listing Standards for Audit Committees

    E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

    F. Change in Registrants Certifying Accountant

    G. Corporate Governance

    H. Mine Safety Disclosure

    Part III

    73 Item 17 Financial Statements

    73 Item 18 Financial Statements

    73 Item 19 Exhibits

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    ASM L ANNU AL REPORT 2 012 1

    Part I

    Special Note Regarding Forward-Looking Statements

    In addition to historical information, this Annual Report on Form 20-F ("Annual Report") contains statements relating to

    our future business and/or results. These statements include certain projections and business trends that are "forward-

    looking" within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these

    statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan","estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. They

    appear in a number of places throughout this report and include, without limitation, expected sales trends, expected

    shipments of tools, productivity of our tools, purchase commitments, intercircuit ("IC") unit demand, financial results,

    statements about our co-investment program including potential funding commitments in connection with that program,

    statements about our agreement to acquire Cymer Inc. ("Cymer") including the expected benefits of the acquisition

    and the development of EUV technology and volume production systems. These statements are not historical facts,

    but rather are based on current expectations, estimates, assumptions and projections about the business and future

    financial results of ASML and readers should not place undue reliance on them.

    Forward-looking statements do not guarantee future performance and involve risks and uncertainties. Actual results

    may differ materially from projected results as a result of certain risks and uncertainties. These risks and uncertainties

    include, without limitation, those described under Item 3.D. "Risk Factors" and those detailed from time to time in

    our other filings with the United States Securities and Exchange Commission (the "Commission" or the "SEC"). These

    forward-looking statements are made only as of the date of this annual report on Form 20-F. We do not undertake to

    update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

    Item 1 Identity of Directors, Senior Management and Advisors

    Not applicable.

    Item 2 Offer Statistics and Expected Timetable

    Not applicable.

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